Forman Michael C. Form 4 FS Investment / Michael C. Forman ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Forman Michael C.

(Last) (First) (Middle)

C/O FS INVESTMENT CORP.

201 ROUSE BOULEVARD

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FS Investment CORP [ FSIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2015		P(1)		10,675	A	$9.3224	210,096.53(2)	D
Common Stock	09/30/2015		P(3)		10,700	A	$9.3221	463,285	I	By Franklin Square Holdings, L.P.
Common Stock	10/01/2015		P(4)		10,425	A	$9.5462	220,521.53(2)	D
Common Stock	10/01/2015		P(5)		500	A	$9.366	463,785	I	By Franklin Square Holdings, L.P.
Common Stock								44,457	I	By Trust
Common Stock								10,206.224(2)	I	By Spouse
Common Stock								2,565.582(2)	I	By Trust FBO Minor Children
Common Stock								9,054.739(2)	I	In 401(k) account
Common Stock								6,201.847(2)	I	In IRA account

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The purchases were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in multiple transactions at prices ranging from $9.18 to $9.51, inclusive. The price reported in Column 4 is the weighted average price. The reporting person undertakes to provide, upon request, full information regarding the number of shares purchased in each transaction.

2. Includes shares received through stock distributions and shares received on account of reinvested distributions.

3. The purchases were effected pursuant to a Rule 10b5-1 trading plan adopted by Franklin Square Holdings, L.P. in multiple transactions at prices ranging from $9.19 to $9.39 inclusive. The price reported in Column 4 is the weighted average price. The reporting person undertakes to provide, upon request, full information regarding the number of shares purchased in each transaction. The reporting person disclaims beneficial ownership of any shares held by Franklin Square Holdings, L.P. that exceed his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

4. The purchases were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in multiple transactions at prices ranging from $9.35 to $9.70, inclusive. The price reported in Column 4 is the weighted average price. The reporting person undertakes to provide, upon request, full information regarding the number of shares purchased in each transaction.

5. The purchases were effected pursuant to a Rule 10b5-1 trading plan adopted by Franklin Square Holdings, L.P. in multiple transactions at prices ranging from $9.35 to $9.39, inclusive. The price reported in Column 4 is the weighted average price. The reporting person undertakes to provide, upon request, full information regarding the number of shares purchased in each transaction. The reporting person disclaims beneficial ownership of any shares held by Franklin Square Holdings, L.P. that exceed his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

	/s/ Stephen S. Sypherd, Attorney-in-Fact	10/01/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.